There are too many story lines and we need to choose which ones we are focusing on and lift out the other ones, ie; could reduce father arc to just Roosevelt?

Could cut out plane crash and Richard destroying spiders and start on armored car – don’t start with Spider-Man….let the danger/stakes to NYC build first and then have Spider-Man enter the scene heroically.

Tone down Paul Giamatti performance, so he seems a bit more menacing and less cartoonish.

If you cut Richard from the opening and the plane crash maybe you could instead do Harry coming home and seeing Norman at the top of the movie as a cold open.

Really love Electro – feels like you may not need the scene in his apartment, which makes him seems completely crazy and hard to relate too.

Like the idea that eel goes in his mouth and instead of burrowing, you see it glow within him…

Need to set up the Power Plant earlier, visually.

Seems like the movie switches pov’s a lot…why are we in Max’s pov during the car chase, worth looking at this playing out from Spidey’s pov.

There could be a better way to reveal that Peter is missing graduation – maybe when you cut Gwen you cut to the wide shot?

Stan Lee Cameo – maybe need a little more emphasis on Peter here trying to get out of his costume and not be in seen…set up a little more the pressure of the principal getting closer and closer to calling his name.

Instead of seeing the ghost of Captain Stacy, can just here the voice in Peter’s head and maybe flash back to the last movie? Don’t think we should add Cap Stacy back into car chase.

There is too much back and forth with Peter and Gwen – can we recut the Dim Sum scene so that it doesn’t feel so repetitive of their break-up in the last movie – Can Peter be more honorable and definitive and less wishy-washy?

Why do we need a year to pass…

Harry story feels like the main plot of the movie – Peter should look into the past b/c of Harry – maybe find some photos of them together as kids…use obsession wall more to set up this part of his past not just what happened to parents.

Not sure what Peter learns at Roosevelt is entirely correct. We’re distracted by the idea that Peter became Spider-Man b/c of his father’s blood — all this special back story with his super-scientist dad fights with the idea that Peter is normal kid from Queens who becomes the greatest super-hero in the world…

Andrew’s performance is all over the place…a lot of crying and then a lot of mania. Hard to track him emotionally sometimes. It undermines his reaction to Gwen’s death b/c he gets upset and emotional a lot.

Don’t like the idea that May tells Peter his parents were spies b/c two seconds later he finds out they are not and it again fights with the idea that he’s an ordinary kid.

Like the idea that May finds out he’s Spider-Man – finds his costume instead of just the rosemary harris wink-wink all the time.

Kind of like the morgue, but hate the dancing mortician – cliché.

Are you using VFX to show how Electro is travelling from one point to another (bursts of electricity).

Need to underscore capture of goblin…more sirens as you linger on the clock 1;21, 1:22 am (nice touch).

Surveillance scene should be about following Harry not Peter…no one should be following Peter.

Can Electro hum Itsy-Bitsy Spider before he plays it electronically…maybe we can use this again.

Maybe intercut the ending montage and hearing Gwen’s speech with someone going into special projects and revealing more easter eggs and see that the rhino case has been broke into and the suit is missing…great way to transition to rhino ending.

Don’t need Aunt May in the kitchen.

Spider-man needs to feel more directly responsible for preventing the planes from crashing.